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Bylaws

ARTICLE ONE

NAME AND HEADQUARTERS

Section 1: The name of the organization shall be Independent Online Booksellers Association (hereinafter referred to as the “Association”).

Section 2: The purpose of the Association is to promote internet bookselling and foster the interests of internet booksellers.

Section 3: The headquarters shall be located at a place determined by the Board of Directors, and may be relocated from time to time as determined by the Board of Directors.

ARTICLE TWO

MEMBERSHIP

Section 1: The number of Association members shall not be limited.

Section 2: The membership year shall run from January 1 through December 31.

Section 3: Voting Members must be internet booksellers who meet the Association qualifications set by the Board of Directors. Each Bookselling Business is permitted to have only one Vote.

Section 4: The Board of Directors may terminate the membership of any Member who ceases to meet the qualifications (See Code of Ethics).

Section 5: The Membership fee schedule for each membership year will be set by the Board of Directors prior to the end of the current membership year.

ARTICLE THREE

MANAGEMENT

Section 1: The Association shall be managed by a Board of Directors.

Section 2: The Board of Directors shall consist of an Executive Committee consisting of the President, Vice-President, Secretary and Treasurer, who will each serve a one-year term. The Board of Directors shall also include six Members-At-Large Representatives who shall each serve a three-year term.

Section 3: The President, Vice-President, Secretary, Treasurer, and two Members-At-Large shall be elected each January by the members of the Association by verifiable electronic vote. An electronic ballot shall be sent to each member, and returned to the Secretary of the Association. A simple majority of all votes cast will be required to elect members of the Board of Directors.

Section 4:If the Secretary is running for any office, the Board of Directors shall appoint an Elections Officer to preside in the Secretary’s place.

Section 5: The Chairs of the Standing Committees shall be appointed by the President.

Section 6: A quorum for a meeting of the Board of Directors shall be 50% + 1 of the Voting Members of the Board.

Section 7: The Board of Directors may appoint a member to fill a vacancy on the Board to serve out an unexpired term.

Section 8: The Board of Directors has full power to control the affairs of the Association according to the Bylaws and Articles of Incorporation.

Section 9: Meetings of the Board of Directors shall be called by the President or by at least three other members. All members of the Board of Directors shall be given at least 72 hours notice prior to a meeting. This requirement may be waived for any particular meeting if the business pending before the Board of Directors is urgent and all members agree to waive this requirement and are able to participate in a meeting sooner than 72 hours.

Section 10: The Fiscal Year of the Association shall run from January 1 through December 31.

ARTICLE FOUR

OFFICERS AND MEMBERS-AT-LARGE MEMBERS

Section 1: The Association will elect a President, Vice-President, Secretary and Treasurer and two Members-At-Large from the membership by a simple majority of members voting in any duly held election. The term of office of the President, Vice President, Secretary and Treasurer shall be one year. The membership will elect two new Members-At-Large each year, each Member-At-Large shall serve a three year term, and the terms shall be staggered so that two new Members are elected each year to replace the two Members whose terms are expiring.

Section 2: Elections shall be held in January of each year, with the new board taking office on February 1. Any officer or Member-At-Large may be re-elected to office, either to succeed him/herself or to fill any other office in the Association; however, no Member may be elected to serve as President for more than two consecutive terms. Officer and Member-At-Large positions within the Association carry no salary or stipend.

Section 3: Duties of Officers and At-Large Members:

Section 3-A: The President’s duties and responsibilities will be to: represent the Association to the public-at-large, including other associations and bookselling resources; preside at all meetings of the Association and the Board of Directors; appoint chairs of all committees; be an ex-officio member of all committees.

Section 3-B: The President shall not vote before the Association or the Board of Directors except to break or create a tie, unless voting is by ballot.

Section 3-C: The Vice-President shall serve in the absence or disability of the President, whether temporary or long-term. All powers and duties of the office shall be performed by the designee through the unexpired term, or until the President is able to return.

Section 3-D: The Treasurer shall have responsibility of accounting to the membership for the general revenue and disbursement of any monies collected by the Association. The Treasurer shall prepare or oversee preparation by the Association’s accountant(s) of financial reports, and deliver reports as requested by the Board of Directors. The Treasurer shall also prepare or oversee the preparation of any required yearly reports and payments, whether state or federal. When the Treasurer position is newly filled, it will be incumbent upon the outgoing Treasurer to forward all records to the incoming Treasurer. This shall be done within fifteen days of the new Treasurer taking office.

Section 3-E: The Secretary shall maintain and have responsibility for overseeing the recording of minutes, proceedings and results of elections, maintenance of the committee membership rosters, maintenance of the current paid Association membership roster and performance of other such duties as designated by the President.The Secretary shall be responsible for holding the physical records of the Association, including the electronic ballots that have been printed. When the Secretary position is newly filled, it will be incumbent upon the outgoing Secretary to forward all records to the incoming Secretary. This shall be done within fifteen days of the new Secretary taking office.

Section 3-F: Members-At-Large shall actively participate in discussion, debate and voting on all issues and proposals before the Board of Directors, and shall gather input from Association members on an ongoing basis. It will be the responsibility of the Members-At-Large to assure that various segments of the membership are adequately represented by the Board of Directors in its conduct of IOBA business and to cast their votes accordingly.

ARTICLE FIVE

COMMITTEES

Section 1: The Association shall maintain Standing Committees for Bylaws, Education, Ethics, Finance, Internet Operations, Membership, Public Relations, and The Standard. The Chairs of each of these committees shall be appointed each year by the President. The Chairs of each Committee shall be ex officio members of the Board and sit in on Board meetings, but have no vote on matters before the Board unless they also hold the position of Officer or Member-At-Large.

Section 2: The Board of Directors may establish other Standing Committees as necessary. Chairs of newly created Standing Committees shall be appointed by the President.

Section 3: Committees may conduct their business through any means deemed appropriate by the Committee chair, including meetings, conference calls, interaction via the internet, or other such methods.

Section 4: The purpose of the Committees is to foster the interests of the Association, and to advise and make recommendations to the Board of Directors, within its special field, and as the Board of Directors may require.

ARTICLE SIX

CONDUCT OF BUSINESS

Section 1: The Board of Directors may conduct discussions on various issues via email, online chat rooms, and other means available to them.

Section 2: Decisions of the Board of Directors shall be made through voting as stipulated in the latest revised edition of Roberts Rules of Order at a duly called meeting which operates in accordance with the laws in the state of incorporation. Meetings may take place in person or via any electronic means.

Section 3: A simple majority of all votes cast by Board Members at a meeting in which there is a quorum present shall be required to pass a motion.

Section 4: Board Members shall excuse themselves from discussing or voting on any proposal which will bring personal financial benefit to the Board Member or any member of his/her family, or benefit the Board Member’s business in a manner in which other member booksellers’ businesses will not also benefit.

Section 5: The laws of the state under which the Association is incorporated and the Articles of Incorporation will be the authorities for all questions relating to law. The Bylaws, and the latest revised edition of Robert’s Rules of Order will be the authorities for all questions of procedure at any meeting of the Association.

ARTICLE SEVEN

AMENDMENTS

Section 1: These bylaws may be amended by a vote of the general membership of the IOBA. Any amendments or additions to the bylaws must be approved by 2/3 of the membership casting votes. The membership must be given at least 30 days notice in writing of proposed changes prior to a vote.

ARTICLE EIGHT

DISSOLUTION

Section 1: In the event of dissolution, all obligations and liabilities of the Association shall be paid or otherwise satisfied and discharged. All remaining assets, if any, shall be disbursed to one or more tax-exempt, not-for-profit organizations that support the business interests or education of online booksellers, as determined by the Board.